Common use of SCHEDULE OF EXCHANGES OF NOTES Clause in Contracts

SCHEDULE OF EXCHANGES OF NOTES. The following exchanges of a part of this Global Note for Certificated Notes or a part of another Global Note have been made: For value received, [each of] the undersigned hereby unconditionally guarantees to the Holder of this Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Note (and Liquidated Damages, if any, payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other obligations of the Company under the Indenture (as defined below) or this Note, to the Holder of this Note, all in accordance with and subject to the terms and limitations of this Note, Article X of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of December 1, 2004, by and among Propex Fabrics Inc., a Delaware corporation, as issuer (the “Company”), the Guarantors named therein, and Xxxxx Fargo Bank, N.A., as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts o the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. , Xxxxx Fargo Bank, N.A. 000 Xxxx Xxxxxx Xxxx Xxxxx, Xxxxx 00000 Attention: Xxxxxxx Xxxxx Re: Propex Fabrics Inc. (the “Company”) Dear Sirs: This letter relates to $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of December 1, 2004 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. , Xxxxx Fargo Bank, N.A. 000 Xxxx Xxxxxx Xxxx Xxxxx, Xxxxx 00000 Attention: Xxxxxxx Xxxxx Re: Propex Fabrics Inc. (the “Company”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in ¨ book-entry* or ¨ certificated form* by (the “Transferor”). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A and accordingly the undersigned does hereby certify that the Note is being transferred * Check applicable box or boxes. to a person that the transferor reasonably believes is purchasing the Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion and the Notes have been transferred in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities law of any state of the United States. ¨ Such Note is being transferred to an “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. , Xxxxx Fargo Bank, N.A. 000 Xxxx Xxxxxx Xxxx Xxxxx, Xxxxx 00000 Attention: Xxxxxxx Xxxxx Re: Propex Fabrics Inc. (the “Company”) Dear Sirs: In connection with our proposed purchase of 10% Senior Notes due 2012 (the “Notes”) of the Company, we confirm that:

SCHEDULE OF EXCHANGES OF NOTES. The following exchanges of a part of this Global Note for Certificated Notes or a part of another Global Note have been made: For value received, [each of] the Each undersigned Guarantor hereby unconditionally guarantees (each, a “Guarantee”), on a senior secured basis and jointly and severally, to the each Holder of this a Note authenticated and delivered by the cash payments Trustee, that: (i) the principal of and interest on the Notes will be promptly paid in United States dollars full when due, subject to any applicable grace period, whether at maturity, by acceleration, upon redemption, purchase pursuant to Article III of principal ofthe Indenture or otherwise, premiumand interest on the overdue principal, if any, and interest on this Note (and Liquidated Damagesany overdue installment of interest, if anyto the extent lawful, payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, Notes and interest, if any, of this Note, if lawful, and the payment or performance of all other obligations of the Company under the Indenture (as defined below) or this Note, to the Holder of this NoteHolders hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to the terms and limitations of this Noteany applicable grace period, whether at maturity, by acceleration, upon redemption, purchase pursuant to Article X III of the Indenture or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.03 of the Indenture. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, the recovery of any judgment against the Company, and action to enforce the same or any other circumstance (other than performance) which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and in this Guarantee. This Guarantee will become effective If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in accordance with relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article X VI of the Indenture and its terms shall be evidenced therein. The validity and enforceability for the purposes of this Guarantee Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article VI of the Indenture, such obligations (whether or not due and payable) shall not be affected forthwith become due and payable by each Guarantor for the fact that it is not affixed to any particular Notepurpose of this Guarantee. Capitalized terms used but not defined herein shall have the meanings ascribed to them given in the Indenture Indenture, dated as of December 1May 19, 20042005, by and among Propex Fabrics North American Energy Partners Inc., a Delaware corporation, as issuer (the “Company”), the Guarantors named therein, therein and Xxxxx Fargo Bank, N.A., as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”). THE VALIDITY AND INTERPRETATION OF THIS GUARANTEE SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF NEW YORK YORK, BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts o the State of New York in any action or proceeding arising out of or relating to this GuaranteeTHE GUARANTOR HERETO AGREES TO SUBMIT TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTEE. This Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTOR(S)] By: Name: Title: , Xxxxx Fargo Bank, N.A. 000 500 Xxxx Xxxxxx Xxxx Xxxxx, Xxxxx 00000 Attention: Xxxxxxx Xxxxx Re: Propex Fabrics North American Energy Partners Inc. (the “Company”) Dear Sirs9% Senior Secured Notes due 2010 (the “Notes”) Ladies and Gentlemen: This letter relates to $ US$ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 2.01 of the Indenture (the “Indenture”) dated as of December 1May 19, 2004 2005 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Transferee] By: , Xxxxx Fargo Bank, N.A. 000 500 Xxxx Xxxxxx Xxxx Xxxxx, Xxxxx 00000 Attention: Xxxxxxx Xxxxx Re: Propex Fabrics North American Energy Partners Inc. (the “Company”) Dear Sirs9% Senior Secured Notes due 2010 (the “Notes”) Ladies and Gentlemen: This Certificate relates to $ US$ principal amount of Notes held in ¨ book-entry* or ¨ certificated form* by (the “Transferor”). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 2.06 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A and accordingly the undersigned does hereby certify that the Note is being transferred * Check applicable box or boxes. to a person that the transferor reasonably believes is purchasing the Note for its own account, or for one or * Check applicable box or boxes. more accounts with respect to which such Person exercises sole investment discretion and the Notes have been transferred in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities law of any state of the United States. ¨ Such Note is being transferred to an “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred (i) in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act, and (ii) to the extent Canadian securities laws, regulations, instruments or rules are applicable, pursuant to an exemption from the prospectus and registration requirements of such laws, regulations, instruments or rules. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title: Date: , Xxxxx Fargo Bank, N.A. 000 500 Xxxx Xxxxxx Xxxx Xxxxx, Xxxxx 00000 Attention: Xxxxxxx Xxxxx Re: Propex Fabrics North American Energy Partners Inc. (the “Company”) Dear Sirs9% Senior Secured Notes due 2010 (the “Notes”) Ladies and Gentlemen: In connection with our proposed purchase of 109% Senior Secured Notes due 2012 2010 (the “Notes”) of the Company, we confirm that:

SCHEDULE OF EXCHANGES OF NOTES. The following exchanges of a part of this Global Note for Certificated Notes an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note have been made: For value received, [each of] the undersigned hereby unconditionally guarantees to the Holder of this Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Note (and Liquidated Damages, if any, including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Noteany tax gross-up amounts payable under a Tax Agreement, if lawful, and the payment or performance of all other obligations Notes Obligations of the Company under the Indenture (as defined below) or this Note, to the Holder of this NoteNote and the Trustee, all in accordance with and subject to the terms and limitations of this Note, Article X of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of December 1September 22, 20042009, by and among Propex Fabrics MxEnergy Holdings Inc., a Delaware corporation, as issuer (the “Company”), the Guarantors named thereinguarantors party thereto, from time to time, and Xxxxx Fargo Bank, N.A.Law Debenture Trust Company of New York, as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts o of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. MXENERGY CAPITAL HOLDINGS CORP. By: Name: Title: MXENERGY CAPITAL CORP. By: Name: Title: ONLINE CHOICE INC. By: Name: Title: MXENERGY GAS CAPITAL HOLDINGS CORP. By: Name: Title: MXENERGY ELECTRIC CAPITAL HOLDINGS CORP. By: Name: Title: MXENERGY SERVICES INC. By: Name: Title: XXXXXXXXX.XXX INC. By: Name: Title: MXENERGY GAS CAPITAL CORP. By: Name: Title: MXENERGY ELECTRIC CAPITAL CORP. By: Name: Title: MXENERGY INC. By: Name: Title: MXENERGY ELECTRIC INC. By: Name: Title: MxEnergy Holdings Inc. 000 Xxxxxx Xxxxxx Xxxxxxxx, XX 00000 Law Debenture Trust Company of New York 000 Xxxxxxx Xxxxxx 0xx Xxxxx Fargo BankXxx Xxxx, N.A. 000 Xxxx Xxxxxx Xxxx Xxxxx, Xxxxx XX 00000 Attention: Xxxxxxx Xxxxx Corporate Trust Department Re: Propex Fabrics Inc. (the “Company”) Dear Sirs: This letter relates to $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of December 1, 2004 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. , Xxxxx Fargo Bank, N.A. 000 Xxxx Xxxxxx Xxxx Xxxxx, Xxxxx 00000 Attention: Xxxxxxx Xxxxx Re: Propex Fabrics Inc. (the “Company”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in ¨ book-entry* or ¨ certificated form* by (the “Transferor”). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A and accordingly the undersigned does hereby certify that the Note is being transferred * Check applicable box or boxes. to a person that the transferor reasonably believes is purchasing the Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion and the Notes have been transferred in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities law of any state of the United States. ¨ Such Note is being transferred to an “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. , Xxxxx Fargo Bank, N.A. 000 Xxxx Xxxxxx Xxxx Xxxxx, Xxxxx 00000 Attention: Xxxxxxx Xxxxx Re: Propex Fabrics Inc. (the “Company”) Dear Sirs: In connection with our proposed purchase of 1013.25% Senior Subordinated Secured Notes due 2012 2014 (the “Notes”) Reference is hereby made to the Indenture, dated as of September 22, 2009 (the “Indenture”), among MxEnergy Holdings Inc., as issuer (the “Company”), we confirm the Guarantors party thereto, and Law Debenture Trust Company of New York, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Transferor”) owns and proposes to transfer the Notes[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $ in such Note[s] or interests (the “Transfer”), to (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that: